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DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293
<br />9.9 Assiknment. This Agreement shall not be assigned, transferred, or conveyed without the prior
<br />written consent of the other Party, but such consent shall not be unreasonably withheld or delayed.
<br />9.10 Waiver of Rikhts. The failure of either Party to enforce any term or provision of this
<br />Agreement shall not be construed as a waiver of such provision or of the right of such Party to enforce the
<br />same or any other provision.
<br />9.11 Governinit Law. This Agreement shall be construed in accordance with the laws of the State
<br />of Florida without regard to any state choice of law statutes.
<br />9.12 Severability: If any term or provision of this Agreement is found by a court of competent
<br />jurisdiction to be invalid, illegal, or otherwise unenforceable, the same shall not affect the other terms or
<br />provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the
<br />extent necessary in the court's opinion to render such term or provision enforceable, and the rights and
<br />obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible
<br />extent the intent and agreements of the Parties herein set forth.
<br />9.13 Notices. Any notice, request, demand, or other communication required or permitted
<br />pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if: (a) delivered by
<br />hand and receipted for by the Party to whom such notice or other communication shall have been directed,
<br />(b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on
<br />which it is so mailed; (c) if sent by reputable overnight courier and receipted for by the Party to whom such
<br />notice or other communication shall have been directed; or (d) if sent by electronic mail, upon confirmation of
<br />receipt from the Party to whom such notice or other communication was directed. The addresses for such
<br />notices or communications shall be as set forth below:
<br />To Sponsor: To EDH:
<br />Indian River County, Florida Employer Direct Healthcare, LLC
<br />Attn: Suinne Boyll, Human Resources Attn: Legal Department
<br />Director 2100 Ross Avenue, Suite 550
<br />180127th Street, Vero Beach, FL 32960 Dallas, Texas 75201
<br />Email: sboyll@ircgov.com Email: Legal@edhc.com
<br />9.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which
<br />will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed
<br />to constitute one and the same Agreement. This Agreement may be executed and delivered by electronic
<br />transmission.
<br />9.15 Force Maieure. EDH shall not be liable for any failure, inability, or delay to perform
<br />hereunder, if such failure, inability, or delay is due to an act of god, war, strike, fire, explosion, sabotage,
<br />pandemic, accident, casualty, or any other cause beyond the reasonable control of EDH, provided due diligence
<br />is used by EDH in curing such cause and in resuming performance.
<br />9.16 Rights and Remedies. Unless expressly limited by this Agreement, the rights and remedies of
<br />the Parties provided for in this Agreement are in addition to any other rights and remedies provided by law.
<br />9.17 E -Verify. Under Executive Order 11-116, and Section 448.095, Fla. Stat., effectiveJuly 1, 2020,
<br />EDH shall use the U.S. Agency of Homeland Security's E -Verify system, https://e-verify.uscis.goy/emp, to verify
<br />the employment eligibility of all EDH employees hired during the term of this Agreement. EDH must obtain an
<br />affidavit from its subcontractors in accordance with paragraph (2)(b) of section 448.095, F.S., and maintain a
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